Terms and Conditions (August 1, 2024)

These terms and conditions (“Terms”) apply between Mila – Quebec Artificial Intelligence Institute (“Mila”, “we”, “us” or “our”) and you when you are accessing or using the Antenna Data Platform (“ADP”).

1. Your Use of ADP

ADP is made available to you as a courtesy by Mila, subject to your compliance with these Terms, free of charge. Mila reserves the right to restrict the use of certain features of ADP that are currently free to paying users in the future, following a modification of the Terms in accordance with Section 7.2.

You may not use ADP (i) in a way that would negatively affect the use of ADP by other users or its operation by Mila; (ii) to infringe on any third party’s rights; (iii) in a manner that would otherwise reasonably constitute misuse or abuse, or (iv) in a way that might be reasonably likely to cause damage to Mila’s reputation, standing or business activities. ADP may grant you access to an application programming interface for ADP (“API”). In addition to the foregoing limitations on use, you may not use the API or derived data generated by ADP for commercial use without Mila’s prior written consent.

2. Intended Purpose and Accuracy

ADP is a tool that uses artificial intelligence technologies to generate derived data (“Derived Data”) in relation to and based on images you may provide to it (“Source Data”), in order to document when and where an individual insect was observed and to identify its taxonomy classification ("Intended Purpose"). All information generated by AI in the process (images, text, other) are experimental and may not be accurate ("Derived data"). ADP is not intended to provide information outside of its Intended Purpose, and is not intended to be used with images that do not represent insects. In any case, even when using ADP for its Intended Purpose, you understand that ADP relies on experimental and exploratory technologies and that Mila cannot attest that the Derived Data is accurate, complete or valid, and may as such not meet your desired use. You must use caution and discretion when relying on, publishing, distributing, or otherwise using any Derived Data resulting from the use of ADP and a human should always review the Derived Data before any subsequent use of the Derived Data is contemplated. Furthermore, you understand that Mila does not endorse the Derived Data and you agree to not construe the Derived Data as an official statement by Mila.

3. Intellectual Property

You remain the owner of your Source Data and you become the owner of the Derived Data. You grant us a non-exclusive, irrevocable, worldwide, royalty-free, sublicensable licence to the Source Data and to the Derived Data for any use, including without limitation (i) to display the Source Data and the Derived Data on ADP, (ii) to provide you access to ADP, (iii) to improve ADP, (iv) for academic or commercial research, (v) to use in relation with other services developed by Mila, its affiliates or partners (“Mila Services”), or (vi) any other use, which includes the right to use, process, copy, reproduce, modify, create derivative works of, excerpt, translate, publish, display, transmit, perform, and distribute the Source Data and Derived Data as necessary for the foregoing. You understand and agree that Mila may apply a watermark to the Derived Data to indicate that it was processed by ADP (the “Watermark”). To the extent it is permitted under law, and subject to third-party rights and compliance with your obligations under the Terms, we assign to you all rights, title and interest in and to the Derived Data that may be held by Mila and waive, on behalf of any individuals associated thereto, all moral rights existing in such works. The foregoing assignment is conditional to your compliance to the following:

1. you shall provide the following attribution to ADP for the Derived Data:
   “Data processed using the Antenna Data Platform service available at insectai.org.”
   or by citing this publication: DOI 10.5281/zenodo.11358688
   ; and
2. to the extent a Watermark is applied on the Derived Data, you (or any of your licensees or sublicensees) shall not remove or obscure such Watermark (including by cropping the Derived Data).

Open Source. Open Source is important to accelerate the understanding of biodiversity and increase the impact of conservation efforts and Mila encourages you to release the Source Data and the Derived Data under an open source licence. If you state, in ADP, that the Source Data or the Derived Data is released under an open source, you agree to license irrevocably the Source Data or the Derived Data under such open source license, or (if such license is not named) under the Creative Commons Attribution-NonCommercial 4.0 International Public License, available at https://creativecommons.org/licenses/by-nc/4.0/legalcode.

You are solely responsible for any Source Data entered into ADP, including the accuracy, quality, appropriateness, and legality thereof, and will ensure that such Source Data and use thereof in ADP does not (i) violate any applicable law; (ii) contain any Personal Information (as defined below), as further described in Section 4 (Privacy); (iii) violate these Terms; or (iv) infringe, violate, or misappropriate the rights of Mila or of any third party. You represent and warrant that you possess all rights necessary to provide the Source Data into ADP and to grant the licenses to Mila set forth herein.

Subject to the foregoing and to third-party rights, either Mila or its licensors remain the owners of any intellectual property rights included in or embedded in ADP or its underlying technologies, including all branding elements and trademarks pertaining thereto.

If you provide to us feedback, comments or ideas with respect to ADP or any Mila Services (“Feedback”), you grant us a perpetual, non-exclusive, irrevocable, worldwide, royalty-free, sublicensable and fully transferable licence to this Feedback for any purpose without further consideration owed to you.

4. Privacy

No Personal Information. ADP is not intended to process personal information or any information that would be subject to applicable privacy laws (“Personal Information”). Therefore, you represent that your Source Data does not contain Personal Information, including names, addresses, phone numbers, email addresses, or birth dates. If, despite the foregoing, your Source Data does contain Personal Information, you represent that you have obtained in writing the necessary consents, authorizations and licences to allow us to process this Personal Information through ADP in compliance with the Terms.

Any collection, use and sharing of Personal Information by Mila on you and your use of ADP will be subject to, and undertaken in compliance with, the terms of our Privacy Policy, available on our website: https://mila.quebec/en/resource/privacy-policy/.

5. Limitation of Liability

To the maximum extent permitted by applicable law, and except for its gross fault, willful misconduct or breach of an essential obligation of the agreement, neither Mila nor its respective directors, officers, researchers, employees, agents, or service providers, shall be liable under these Terms and under any legal theory for any direct or indirect damages, including without limitation lost revenues, profits or loss of clients or expected clients, damages for business interruption or failure to realize expected savings, loss of use, loss of goodwill, loss of data and any other incidental commercial or financial losses of any kind, whether caused by tort (including negligence), breach of contract or otherwise, even if Mila was allegedly advised or had reason to know, but excluding claims based on fraud. Without limiting the generality of the foregoing, Mila specifically disclaims any liability for any decision, act or omission made by you in reliance of the Derived Data.

To the full extent permitted by the law, and subject to the paragraph above, the aggregate liability of Mila, its employees, directors, officers, affiliates, researchers and partners under these Terms shall be limited to 50 CAD. You understand that ADP is an experimental and preliminary tool and is provided to you “as-is” without any warranties (express, implied or otherwise) and we disclaim all warranties including without limitation merchantability, fitness for a particular purpose (even for the Intended Purpose), satisfactory quality and non-infringement. ADP (including the API) may be interrupted without prior notification and data (including the Source Data) may be lost or altered. Mila disclaims all warranties and representations (express, implied or otherwise) in regard to the security or confidentiality of any content, including without limitation content provided to, licensed to, or licensed by Mila under these Terms.

6. Termination

You may terminate these Terms at any time by deleting your account and then ceasing to use ADP. To do so, email your request to moth-ai@mila.quebec from the email account used to create the account. We may terminate these Terms without prior notice at our discretion. Section 2 (Intended Purpose and Accuracy) and Section 5 (Limitation of Liability) shall survive the termination of these Terms.

7. General

7.1 Severability and Waiver. If any portion of these Terms is determined by a court of competent jurisdiction to be invalid or unenforceable, then any such invalid or unenforceable portion shall be deemed deleted from these Terms; provided that any such invalidity or unenforceability shall not affect the remaining portions of these Terms, all of which shall remain in full force and effect. Failure or delay by Mila to exercise any right under these Terms does not constitute a waiver of these Terms. All waivers must be in writing and signed by Mila.

7.2 Modifications. These Terms may be amended from time to time. Such amended version will be published on the website hosting ADP and will be effective immediately. Your subsequent use of ADP means that you agree to these changes.

7.3 Independent Parties. Mila and you are independent parties and nothing in these Terms shall constitute any party as the employer, principal or partner of, or joint venture with, the other party. No party has the authority to assume or create any obligation or liability, either expressed or implied, on behalf of any other party.

7.4 Use of Brand. Nothing in these Terms grant you any rights to use the brand (including trademarks and brand names) of AMI, ADP, Mila, or any of their partners.

7.5 Entire Agreement. These Terms constitute the entire agreement between Mila and you with respect to the subject matter hereof and supersedes all other prior written or oral agreements hereto with respect to the subject matter hereof.

7.6 Export Control. The ADP platform, including any software, documentation, and any related technical data included with, or contained in, such platform, and any products utilizing any such software, documentation, or technical data (collectively, “Regulated Products”) may be subject to US export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations. You shall not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release any Regulated Products to any jurisdiction or country to which, or any party to whom, or for any use for which, the export, reexport, or release of any Regulated Products is prohibited by applicable federal or foreign law, regulation, or rule. You shall comply with all applicable federal and foreign laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, reexporting, or releasing any Regulated Products. You shall provide prior written notice of the need to comply with such laws, regulations, and rules to any person, firm, or entity which you have reason to believe is obtaining any such Regulated Products from you with the intent to export or reexport.

7.7 Governing Law. These Terms shall be construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein. Any dispute arising from or related to these Terms shall be submitted to a court of competent jurisdiction in the judicial district of Montreal, Quebec.